Business law counsel
We provide business law counsel to businesses at all stages. From startups to established enterprises, we assist in business entity creation and management to exit or sale. This involves navigating formation, ensuring regulatory compliance, handling commercial transactions and negotiations, and drafting contracts. We help clients navigate the legal landscape to achieve goals and strategically plan for challenges in operations, growth, and competition.
Starting a Business
If you’re embarking on the journey of starting a new business, there are crucial steps for laying a robust foundation. Before diving into this exciting venture, let us guide you towards the right path. We guide critical decisions like franchising, ideal business entity (LLC, corporation, partnership, joint venture), and tax elections like S-Corp. We also advise on securing funding and investors, commercial lease agreements, mitigating risks, minimizing tax burdens, and ensuring long-term viability. This includes preparing your business for growth, a successful sale, or transition when the time is right.
When forming your entity, we draft essential documents like articles of incorporation, bylaws, and resolutions. We also prepare shareholder agreements, stock plans, Board policies, operating agreements, and partnership agreements. These documents are legally sound and customized to align with your business interests.
The world of franchise, whether as a franchisor or franchisee, involves navigating complex legal considerations. Our comprehensive legal franchise services are designed to support both parties, ensuring compliance and protecting interests.
For franchisors, we prepare and ensure compliance with the Franchise Disclosure Document (FDD) and draft and review franchise agreements. We also handle trademark registration and protection and help navigate regulatory compliance with the FTC and state laws. Further, we provide ongoing compliance support and intellectual property protection to safeguard your brand and proprietary systems.
For franchisees, we evaluate franchise opportunities by reviewing the FDD and franchise agreement, identifying risks, and negotiating favorable terms. We offer guidance on financing options, lease agreements, and other legal matters related to establishing and operating your franchise. Our services ensure you understand your rights and obligations, securing your investment.
Operating and Growing Your Business
Operating and growing a business requires navigating a complex landscape to ensure compliance, protect assets, and position for future growth. Our legal services encompass a wide range of solutions designed to support every stage of your business journey. We provide ongoing legal support. This involves addressing day-to-day business matters, keeping you updated on legal changes, and advising on all legal concerns.
We offer comprehensive compliance and regulatory advice to keep your business aligned with local, state, and federal regulations. We also stay updated on industry-specific requirements. As your company expands or pursues investments, we excel in negotiating and drafting key documents. These include investment agreements, entity modifications, and conversions. In short, our goal is to ensure that you maintain the desired equity and decision-making control throughout these processes.
Protecting your business intellectual property is crucial. We advise you on branding and IP assets and assist in securing trademarks, copyrights, and patents. In addition, we providing strategies for IP enforcement, licensing, royalties, and handling infringement disputes.
We guide you on best practices in employment law, ensuring compliance with labor laws and handling disputes. We also manage wrongful termination claims and workplace investigations. Risk management and liability reduction are key aspects of our service. We help identify legal risks, advise on insurance needs, and structure agreements to limit liability exposure.
We also draft client, vendor, partner, and contractor agreements specific to your business. Our goal in this regard is to ensure legal compliance, soundness, efficiency, and minimization of risks and liabilities.
Tax planning and strategy form a key component of our offering. We collaborate with your tax advisors on efficient structures, assist with compliance, and develop strategies to minimize liabilities.
As your business law counsel, we implement necessary protections and safeguards in your agreements. This proactive approach ensures that when transactions face challenges, your company can swiftly resolve issues. We act quickly to prevent potential impacts on your company, strategic partnerships, and investments. Our focus is on fortifying your business against potential risks as well as fostering resilience in the face of uncertainties. While our goal is to help you avoid litigation, when the need arises, we have skilled business litigators. Our dispute resolution and litigation services represent your business in legal disputes. We explore alternative dispute resolution methods such as mediation and arbitration, and protecting your interests in court.
With our comprehensive legal services, you can focus on growing your business while we handle the legal complexities. Our experienced team is dedicated to safeguarding your interests and helping you achieve long-term success.
Selling or Transitioning Your Business Using Business Law Counsel
Selling a business, merging with another entity, or planning an exit strategy involves intricate legal processes that require expert guidance. Our comprehensive legal services are designed to navigate these complexities. We ensure a smooth transition and safeguarding your interests throughout the process.
When it comes to selling a business, we provide end-to-end support with business law counsel. Start with preparing your business for sale, we then conduct thorough due diligence. This helps identify and address any potential issues that could impact the transaction. Our team assists in properly valuing your business. We also prepare all necessary documentation, including financial statements, operational records, and legal compliance reports. We draft and negotiate the sale agreement, ensuring that your interests are protected and that terms are favorable. Throughout the process, we work closely with you to manage negotiations, structure the deal, and facilitate a seamless closing.
In the case of mergers, our legal services cover every aspect of the merger process. We conduct comprehensive due diligence on the target company, evaluating its financial health, legal standing, and potential risks. Our team drafts and reviews all merger-related documents, including letters of intent, merger agreements, and shareholder agreements. We guide you through regulatory approvals and compliance requirements, ensuring that the merger aligns with legal standards. Our aim is to structure the merger in a way that maximizes synergies, minimizes risks, and achieves your strategic goals.
In considering an exit strategy, we offer tailored legal advice to create a roadmap that aligns with your long-term objectives. This includes developing a comprehensive succession plan to ensure a smooth transition of leadership and ownership. We work with you to identify potential successors, whether they are family members, key employees, or external buyers. We assist in drafting succession planning documents. These include buy-sell agreements, shareholder agreements, and estate planning instruments. These documents facilitate transfer of ownership in a manner that preserves the value of the business and minimizes tax liabilities.
We also provide guidance on various other exit strategies. These include selling to a third party, merging with another company, or implementing an employee stock ownership plan (ESOP). Our team evaluates the pros and cons of each option, assesses market conditions, and advises on the most advantageous strategy.
Throughout the business life, our experienced team is dedicated to protecting your interests, ensuring compliance, and achieving the best outcomes. With our guidance, you can confidently navigate the complexities of selling, merging, or exiting your business.
The Importance of Patent
A patent serves as protection for an invention. Patents grant exclusive rights to the owner to make, use, or sell the claimed invention. Utility and plant patents are generally valid for 20 years from the filing date. Design patents are valid for 15 years from the date of grant. The majority of patents we secure for our clients are issued by the United States Patent and Trademark Office. However, we also provide assistance for obtaining protection in other countries if desired.
Securing a patent involves a meticulous application process, requiring a demonstration of the invention’s novelty, usefulness, and non-obviousness. A granted patent offers inventors a competitive edge in the marketplace. This makes their inventions more attractive to investors and opening doors to licensing and commercialization opportunities. We provide you comprehensive guidance and assistance with applications, enforcement, and other intellectual property matters.
Patentability/Prior Art Search
We strongly recommend that inventors undergo a patentability search (prior art search) before initiating the application process. This involves reviewing existing patents, patent applications, and sometimes other publications to assess the novelty and non-obviousness of an invention. Through a patentability search, inventors can better gauge the likelihood of obtaining a patent. This allows them to make informed decisions about proceeding with the application. Additionally, it aids in identifying potential risks of infringement and guides the drafting of patent claims. Fox Law Group is well-equipped to conduct a thorough patentability search, offering valuable insights into the patent landscape specific to the inventor’s field of technology.
Patent Freedom to Operate Analysis
A patent provides its owner the exclusive right to prevent others from utilizing the claimed invention. However, it doesn’t inherently bestow the right to manufacture, use, or sell the invention in the market. As a company prepares to launch a new product, the persistent risk exists that a competitor with a comparable patent or one covering a vital aspect of the product could hinder or substantially limit its commercialization. This underscores the critical importance of considering Freedom to Operate Analysis for companies seeking to reduce the risk of infringement liability.
Securing a Freedom to Operate Analysis offers significant advantages for companies of all sizes. Primarily, it serves as a crucial defense against accusations of willful infringement, reducing the potential for treble damages imposed by competitors. Additionally, it addresses investors’ apprehensions regarding a product’s marketability by mitigating litigation risks. In fact, many investors commonly stipulate this analysis as a prerequisite for investment. Moreover, if the analysis reveals patents with high-risk implications, a company’s research and development teams can strategically navigate product design to avoid potential conflicts.
Licensing and Other Agreements
Through an array of transactional and licensing services, we facilitate business decisions that enhance revenue, reduce expenditures, optimize patent portfolios, and pinpoint opportunities and gaps. Our representation spans both patent licensors and licensees across the entire licensing cycle. This encompasses asset assessment, strategy development, negotiation and agreement crafting, and the effective establishment and management of relationships. When conducting patent due diligence, our attorneys bring a unique qualification to assess a patent’s coverage, validity, and enforceability. We also scrutinize key competitors and their patents. Reveiwing existing licensing agreements and disputes, government rights, and the existing know-how among key employees.
Our expertise extends to a diverse range of patent-related agreements. Additionally, we offer due diligence and other IP-based support for various transactions. These include asset purchase, mergers and acquisitions, assignments, licensing, technology transfers, manufacturing, supply agreements, media and web arrangements, and non-disclosure agreements.
Post Grant Review Proceedings
A post-grant review (PGR) is a trial proceeding designed to assess the patentability of one or more claims within a patent. This review initiates when a third party, distinct from the patent owner, files a petition within nine months of the patent being granted or reissued.
PGR proceedings offer expedited and cost-effective avenues to challenge issued patents, either prior to initiating court proceedings or concurrently. Our attorneys have extensive experience handling various proceedings. These include inter partes reviews (IPR), covered business method (CBM) reviews, post-grant reviews (PGR), ex parte reexaminations, and supplemental examinations before the Patent Trial and Appeal Board (PTAB). We represent both petitioners challenging patents and patent owners throughout these processes.
Patent Litigation
While our primary objective is to help clients avoid litigation, we stand well-prepared and ready to engage in legal proceedings when necessary. Fox Law Group leverages extensive experience and a strong team to navigate all phases of litigation. We develop comprehensive strategies for both patent holders and accused infringers. Our services cover pursuing and defending preliminary injunctions, conducting global discovery, managing judicial and administrative proceedings across multiple countries. In addition to presenting arguments before the Federal Circuit, the United States Patent and Trademark Office (USPTO), and the United States International Trade Commission. We adeptly handle complex litigation’s and are well-equipped to defend against various non-practicing entities. Moreover, our expansive network of esteemed attorneys worldwide enables us to collaborate with clients in safeguarding their interests across international jurisdictions.
Trademark Guidelines
In this contemporary digital environment trademarks are imperative for distinguishing your products and services from your competitors. The unique qualities of your trademarks become pivotal for customers searching for your business and offerings, especially through search engines. Responding promptly and decisively becomes crucial when competitors seek to leverage your trademarks for their advantage. Federal trademark registration streamlines the process of taking action against such infringements at the expense of the infringer. Fox Law Group is devoted primarily to business and Intellectual Property law. Fox Law Group operates with efficiency to shield your ideas, minimize exposure, and, if necessary, zealously defend your interests.
Trademark Clearance
Before beginning the registration process a comprehensive nationwide trademark clearance search should be performed. This search aims to ascertain whether your brand could potentially infringe on existing trademark rights held by others. The clearance search is more economical than the potential expenses incurred if you have to abandon a trademark due to a challenge from a previously undisclosed senior owner. Even in the event of litigation, a clearance search demonstrates that any infringement resulting from your usage was not willful or intentional.
Federal Registration
Federal registration of your trademark provides you with specific statutory presumptions regarding the ownership and validity of your trademark. Furthermore, in the course of litigation, your registration enhances the possibility of being awarded attorneys’ fees. And five years of registration, allows you to submit an affidavit to the U.S. Patent and Trademark Office, establishing the incontestable status of your trademark.
Representation Before the U.S. Patent and Trademark Office
n cases where your trademark faces opposition from another party, you aim to challenge a registration, or your application encounters rejection, we possess the expertise to effectively represent your interests before the U.S. Patent and Trademark Office’s Trademark Trial and Appeal Board (TTAB).
Trademark Portfolio Management and Strategy
Trademarks must be properly authorized, used and maintained. We collaborate with clients on branding strategies and management of their portfolios. As well as licensing of marks, domain name issues and dispute resolution. In addition, we also have extensive experience in international trademark law and procedures as well as the development and management of complex, multinational portfolios. We guide leading brands with opinions on the availability of proposed marks. And then help clients develop a rights acquisition and enforcement strategy consistent with their budget and business plan. In providing best practices for global trademark clearance, registration and portfolio management, monitoring and enforcement, we assist clients by developing and implementing strategies to help build brand and market identities. We coordinate with our wide network of local counsel in individual foreign countries around the world.
International Management and Counseling
Businesses need the added protections of international intellectual property registration when engaged in the global marketplace.
We have expertise in securing trademark registrations internationally, utilizing a variety of international organizations, agreements, and treaties. Many of these mechanisms enable you to submit applications in multiple countries simultaneously. For example, a single registration of a European Union Trade Mark (EUTM) can cover all of the European Union. Filing an international application under the Madrid Protocol through the World Intellectual Property Organization (WIPO), covers more than 110 different countries. The African Intellectual Property Organization (ARIPO), covers 19 member countries in Africa. The Andean Pact covers Bolivia, Colombia, Ecuador, and Peru. And finally, filing in the Benelux Office for Intellectual Property (BOIP) covers Belgium, Luxembourg, and the Netherlands.
In addition, we regularly counsel clients on minimizing risks of incurring trademark liability based on their business and advertising practices in foreign jurisdictions.
Transactions and Licensing
Our firm offers strategic counsel across every phase of the trademark and business life cycle. In the realm of due diligence and corporate transactions, encompassing mergers, acquisitions, and divestitures, we formulate comprehensive programs for brand licensing and rights clearances. This involves skillful negotiation and drafting of trademark and copyright licenses, aiming to maximize the value derived from clients’ intellectual property assets. Additionally, we provide assistance with other pivotal commercial contracts, such as supply and distribution agreements, that significantly influence brand value.
Litigation
We have represented both plaintiffs and defendants in litigation matters, appearing in federal and state court, as well as before the Trial and Appeal Board of the U.S. Patent and Trademark Office. Our litigators are proficient in obtaining and opposing temporary restraining orders and preliminary injunctions with expertise and effectiveness. Moreover, we are well-equipped to handle extended litigation proceedings, including appeals. Our legal team is adept in managing Universal Domain Name Dispute Resolution Policy (UDRP) proceedings, safeguarding clients’ trademarks from infringing domain names. Additionally, we have litigated several internet matters including, social media misuses, cybersquatting, search engine keyword advertising, metatags, and various other forms of online piracy and infringement.
Copyright Law Counsel
Navigating the complexities of copyright law requires specialized expertise to protect your creative works and ensure compliance. Our copyright and licensing services help protect and enhance the value of your intellectual property.
We help secure copyright protection for your original works including literature, music, art, software, and more. In this regard, we handle the preparation and filing of applications. Further, we are experienced in working with the U.S. Copyright Office to ensure that all necessary documentation is accurate and complete
Our team regularly handles copyright infringement and enforcement services. We help you enforce your rights against unauthorized use of your works or defending you against infringement claims. Our team conducts thorough investigations to identify instances of infringement and takes appropriate legal action to protect your interests. This includes sending or responding to cease-and-desist letters. This can also involve negotiating settlements, and, if necessary, pursuing litigation to seek damages and injunctive relief.
Copyright Litigation
To initiate legal action against infringement, you must have registered your work with the U.S. Copyright Office before filing a lawsuit. Register before infringement or within 90 days of publication for statutory damages and attorney’s fees eligibility. These remedies can be substantial. Potentially including an award of attorneys’ fees and up to $150,000 in statutory damages for each instance of willful infringement.
Guidelines, Registration and Enforcement
Certain types of works have specific application filing requirements, and we are adept at guiding you through the process. Our collaboration involves identifying the content requiring protection. Additionally, counseling on works created by contractors or employees and/or co-authors. And, handling all registrations with the Copyright Office. And further, providing counsel on the appropriate strategies for enforcing and licensing your rights.
Infringement and Enforcement
In this digital age, infringers can swiftly pilfer your copyrighted material with ease. Therefore, it is paramount that you respond to infringement swiftly to protect your valuable work. We respond promptly and effectively to disable the infringing content, ensuring swift action to protect your intellectual property.
Whether a copyright owner asserting rights or defending infringement, we are here to guide you in determining the necessary actions. We can take immediate and necessary steps to protect your rights.
Copyright, Trademark, Trade Secret, Patent
Our multinational intellectual property (IP) division offers a diverse array of IP services to clients worldwide. These services span various industries, at all life cycle stages. Whether the objective is safeguarding IP assets, establishing a venture, securing capital, advancing technology, issuing securities, licensing rights, or engaging in acquisitions, our dedicated IP team is poised to provide unified and thorough guidance.
We specialize in providing comprehensive guidance across all facets of intellectual property. This encompasses patents, copyrights, trademarks, trade secrets, know-how, internet domains, and brand identity. In this regard, we provide business, transactional, dispute resolution, and litigation services and diligently advise clients on IP acquisition, monetization, optimization, licensing, and enforcement.
Robust IP (Intellectual Property)Protection
Our Intellectual Property group is committed to representing clients on every front. We secure robust IP protection, optimizing the value of intellectual property assets. As well as, asserting and defending against infringement and other IP-related claims. With cutting-edge knowledge and extensive experience, our team applies both emerging and established principles of intellectual property law across a wide range of industries.
Recognizing the integral role IP plays in enhancing business value, we also assist clients in building patent, trademark, and copyright portfolios that leverage IP assets to their fullest potential. We provide day-to-day guidance to companies. In addition, we offer best practices for securing and protecting companies intellectual property assets, including privacy and cybersecurity counseling. Additionally, we provide strategic advice on IP-related matters in the context of mergers, acquisitions, and strategic alliances, ensuring our clients navigate these complexities with confidence.
Our services include counsel and litigation related to:
Copyrights
Patents
Trademarks, trade name, and trade dress
Trade secrets, unfair competition, and the misappropriation of proprietary information
Brand optimization, protection, and enforcement
Portfolio development, management, and protection
IP licensing and other collaborative arrangements
Due diligence and auditing in the context of mergers, acquisitions, and dispositions
Infringement and enforcement claims and defense
Global IP acquisition, protection, and enforcement strategies
Website compliance, including privacy policies and other regulatory matters
